Remuneration Committe

Guidelines for senior executives

The annual general meeting 2024 has decided on the following guidelines for remuneration to the Managing Director and other senior executives of the Group. The guidelines also apply to prospective compensation to the members of the Board of Directors in excess of the Board of Directors’ fee.
The guidelines apply to remuneration agreed to after the Annual General Meeting 2024 and to amendments to already agreed remunerations which are made thereafter. These guidelines do not apply to issues or transfers that fall within Chapter 16 of the Swedish Companies Act or fees and other remuneration resolved by the General Meeting. For employments governed by regulations other than Swedish, pension benefits or other benefits may be duly adjusted for compliance with mandatory rules or established local practice, considering, to the extent possible, the overall purpose of these guidelines.

The guidelines’ promotion of the Company’s business strategy, long-term interests and sustainability

In order to successfully implement the Company’s business strategy and safeguard the Company’s long-term interests, including its sustainability, it is required that the Company is able to recruit and retain qualified employees. The Company’s vision is to be a platform for continuous learning, development and growth in order to be competitive and attract the most qualified employees. The Company aspire to offer a competitive total compensation at market level and thereby be able to attract and retain qualified employees.

Forms of remuneration, etc.

The remuneration shall be at market level, be in relation to responsibility and authority and consist of the following components: fixed salary, any variable remuneration and other compensation in accordance with separate agreements, pension and other benefits. The General Meeting may in addition – irrespective of these guidelines – resolve on, for instance share or share price-based remuneration

Fixed salary
The fixed salary shall constitute the base of the total compensation and shall consist of fixed cash salary, which shall be reviewed annually. The fixed salary shall be competitive and reflect the requirements of the position regarding competence, responsibility, complexity and in which way the remuneration promotes the business goals.

Variable remuneration
In addition to the fixed salary, the Managing Director and other senior executives of the Group may, in accordance with separate agreements, receive variable remuneration upon fulfilment of predetermined criteria. Any variable remuneration shall consist of annual variable cash salary and may not exceed 65 per cent of the fixed annual salary.

The variable renumeration shall be linked to one or several predetermined and measurable objectives. The objectives can be both qualitative, which shall be in line with long-term financial goals such as the Group’s profit growth, budget and marginal goals, and quantitative, which shall be objectives that aim for achievement of the Company’s vision and strategy and which may include, for instance, activities that affect leadership, brand, business professionalism and recruitment. The objectives are linking the senior executive’s remuneration to the Company’s result and vision, and therefore promote the accomplishment of not only the Company’s business strategy but also the Company’s long-term interests and competitiveness.
When the measurement period for fulfillment of the criteria for payment of variable remuneration has been completed, the extent to which the criteria have been fulfilled shall be assessed. In regard to financial targets, the assessment shall be based on the latest financial information made public by the Company.

Other compensation
Further compensation, which is not based on achievement of objectives in accordance with the variable remuneration, may be paid in extraordinary circumstances, provided that such extraordinary arrangements are made only on an individual basis either for the purposes of recruit or retain senior executives, or as compensation for extraordinary performance in addition to the person’s ordinary duties. Such compensation shall be paid in exceptional cases and may not exceed 100 per cent of the fixed annual salary. Decisions on such remuneration shall be taken by the Board of Directors upon proposal by the Remuneration Committee.

Pension
For the Managing Director and other senior executives of the Group who are not subject to defined benefit pension under mandatory collective agreement provisions the pension benefits, including health insurance, shall be fixed and the premiums may not exceed 35 per cent of the fixed annual salary.

Other benefits
Other benefits, which may include car benefit and health care insurance, shall be at market level and constitute a limited share of the total remuneration.

Termination of employment

The notice period for termination for the Managing Director and other senior executives of the Group shall be a maximum of twelve months when termination is made by the senior executive. When termination is made by the Company, the notice period shall normally be six months but not exceed twelve months. When termination is made by the Company, severance may be paid with an amount corresponding to a maximum of twelve months fixed salary.

Remuneration to the Board of Directors

The Company’s members of the Board of Directors, elected by the General Meeting, may under certain circumstances and during a limited period be paid for services, which is not part of the work of the Board of Directors, within their field of competence. The remuneration for such services (including services conducted by a company wholly owned by the member of the Board of Directors) shall be at market level and the services shall contribute to the Company’s business and long-term interest, including sustainability.

Salary and employment conditions for employees

In the preparing of the Board of Directors’ proposal of these guidelines, the salary and employment terms of the Company’s employees have been considered through the inclusion of information on the employees’ total compensation, the components of the remuneration and the remunerations increase and growth rate over time in the Renumeration Committee’s and the Board of Directors’ basis of decision when evaluating whether the guidelines and the limitations set out herein are reasonable.

Preparation and decision procedure

The Board of Directors has established a Renumeration Committee. The Committee’s tasks include, among other things, to prepare principles for remuneration to the senior executives of the Group and prepare the Board of Directors’ resolution regarding proposal for guidelines for remuneration to senior executives. The Board of Directors shall prepare a proposal for new guidelines at least every fourth year and present it to the General Meeting. The guidelines shall be in force until new guidelines are adopted by a General Meeting.

The Remuneration Committee shall also monitor and evaluate programmes for variable remuneration for the senior executives of the Group, the application of the guidelines for salary and other remuneration to the executives as well as the current remuneration structures and compensation levels in the Company. The Managing Director or other senior executives do not participate in the Board of Directors’ processing of, and resolutions regarding, remuneration-related matters if they are affected by such matters.

Deviations from the guidelines

The Board of Directors may resolve to deviate from the guidelines, in whole or in part, if in a specific case there is special cause for the deviation and a deviation is necessary to serve the Company’s long-term interests, including its sustainability, or to ensure the Company’s financial viability. As stated above, the Remuneration Committee’s duties include preparing the Board of Directors’ resolutions regarding remuneration-related matters, including resolutions to deviate from the guidelines.

Incentive programme

2019, the Group issued designated convertibles to employees in senior positions and key individuals in the Group according to a resolution at the Annual General Meeting on 3 May 2019 and an Extraordinary General Meeting on 18 November 2019. The convertibles were divided up into a debt amount and a conversion right whereby the latter is recognised as equity. The programmes did not entail any personnel expenses. In August 2022, the first programme fell due and 233,220 Class B shares were issued. The remaining outstanding convertible programmes from 2019 amounted last of December 2023 to SEK 24,000,000 with the last day for subscription of 14 February 2024, where no convertibles was converted to shares.